MICHELE LEE ELLIS CONSULTING, LLC

TERMS AND CONDITIONS

Last Updated: June 29, 2026

These Terms and Conditions ("Terms") govern your access to and use of the websites, programs, products, services, digital platforms, online communities, events, trainings, materials, and other offerings provided by Michele Lee Ellis Consulting, LLC, a Georgia limited liability company ("MLEC," "Company," "Firm," "we," "us," or "our").

By visiting our website, purchasing a product or service, enrolling in a program, checking an agreement box, submitting payment, signing electronically, accessing a portal, attending a session, or using our materials, you agree to be bound by these Terms.

1.       Agreement Precedence

These Terms apply to all public website use and general purchases unless a separate written or electronically accepted agreement applies. If you have signed, electronically accepted, or otherwise agreed to a Consulting Agreement, Master Services Agreement, Coaching Agreement, Client Services Agreement, order form, invoice, payment authorization, or other written agreement with MLEC, that agreement controls if there is any conflict between that agreement and these Terms.

The applicable checkout page, sales page, invoice, order form, payment authorization, written program description, order confirmation, refund policy, privacy policy, and any other written terms provided at the time of purchase may also apply to your purchase or enrollment.

2.       Services and Educational Purpose

MLEC provides consulting, coaching, business education, licensing guidance, operational support, leadership development, digital education, live events, workshops, assessments, templates, policies and procedures, resources, proprietary frameworks, artificial intelligence-assisted deliverables, and related professional services designed to help entrepreneurs and healthcare organizations build, grow, and improve their businesses.

Services may be delivered through websites, sales pages, checkout pages, invoices, online portals, third-party platforms, virtual sessions, in-person sessions, group coaching, one-on-one consulting, memberships, masterminds, events, courses, workshops, email, SMS, video, downloads, or other delivery methods.

We reserve the right to improve, modify, enhance, replace, update, suspend, or discontinue components of our programs, services, platforms, materials, sessions, support methods, or delivery methods when we determine that doing so improves the client experience, reflects industry updates, supports operational needs, or maintains the overall value of the services purchased.

3.       No Guarantees and Success Disclaimer

MLEC does not guarantee any specific result or outcome. We do not guarantee that you will obtain a license, receive regulatory approval, pass an inspection, obtain a certification, gain clients, increase revenue, become profitable, secure contracts, obtain funding, hire employees, or achieve any specific business, financial, legal, operational, licensing, survey, or personal result.

Results depend on many factors outside of our control, including your effort, timing, implementation, leadership, state requirements, local requirements, market conditions, financial resources, compliance, staffing, business decisions, and professional advice received from licensed providers.

The information, materials, resources, coaching, consulting, and education provided by MLEC are for educational and general business guidance purposes only. They are not legal, tax, accounting, financial, clinical, medical, human resources, insurance, or professional licensing advice. You should consult qualified professionals when appropriate.

4.       Client and User Responsibilities

You are responsible for your own decisions, actions, business operations, legal compliance, licensing submissions, financial decisions, hiring decisions, client relationships, caregiver relationships, vendor relationships, and implementation of any information or materials provided by MLEC.

You agree to provide accurate, current, complete, and timely information when requested. MLEC may rely on the information you provide. You are responsible for any delay, error, omission, deficiency, rejection, revision, additional work, missed deadline, or other issue caused by inaccurate, incomplete, outdated, or untimely information.

You agree to participate professionally and respectfully, protect login credentials, comply with community standards, attend scheduled sessions when applicable, complete assigned activities when applicable, and use MLEC materials only for authorized purposes.

5.       Payments, Automatic Payments, and Payment Plans

You agree to pay all amounts due for the program, package, course, membership, consulting service, licensing support, digital product, event, or other service selected at checkout, through an invoice, order form, sales page, payment authorization, or other enrollment method.

By submitting payment information, you authorize MLEC and its third-party payment processors to charge the payment method provided for all amounts due, including initial payments, installment payments, recurring payments, failed payment retries, unpaid balances, late payments, and other charges disclosed at the time of purchase or authorized under an applicable agreement.

Unless a product or service is expressly identified as a month-to-month subscription, any installment plan, payment plan, or recurring payment arrangement is a financing accommodation and not a month-to-month membership, subscription, or pay-as-you-go arrangement. You are purchasing the entire program or engagement and remain responsible for the full amount due.

You agree to maintain a valid payment method until all amounts owed are paid in full. Failure to update expired, declined, invalid, or unauthorized payment information does not relieve you of payment obligations. We are not responsible if your financial institution blocks, suspends, declines, freezes, or restricts your account or payment method.

6.       Failed Payments, Late Payments, and Chargebacks

A payment may be considered failed if a credit card is declined, an ACH or bank draft is returned, a payment is disputed, a payment is reversed, a financial institution rejects the transaction, or a scheduled payment is not successfully processed on its due date.

If a payment fails, is declined, is returned, or cannot be processed for any reason, you remain responsible for the payment and any outstanding balance owed to MLEC. MLEC may retry failed payments using the same authorized payment method or another valid payment method you have provided.

If any scheduled payment remains unpaid for more than ten (10) calendar days after its due date, MLEC may declare the full remaining balance immediately due and payable, suspend access to services, and pursue any lawful collection remedies available.

You agree not to initiate any chargeback, payment dispute, payment reversal, or similar action without first submitting the concern directly to MLEC in writing and allowing MLEC a reasonable opportunity to review and respond in good faith.

If you initiate a chargeback or payment dispute in violation of these Terms or any applicable agreement, MLEC may suspend or terminate services, revoke portal access, remove you from communities or programs, accelerate the remaining unpaid balance, dispute the chargeback, and pursue remedies available under law or agreement.

You are responsible for all costs, fees, expenses, collection costs, attorney fees, court costs, processing fees, chargeback fees, and other amounts incurred by MLEC in connection with failed payments, returned payments, chargebacks, payment disputes, collection of unpaid balances, or enforcement of these Terms or any applicable agreement.

7.       No Refund Policy

All purchases are final. Due to the nature of MLEC services, including immediate access to proprietary intellectual property, consulting time, educational content, scheduling commitments, digital resources, templates, policies and procedures, strategic guidance, and other service-based deliverables, MLEC does not offer refunds, partial refunds, credits, exchanges, prorated refunds, or cancellations unless expressly stated in writing by MLEC.

This policy applies regardless of whether you attend sessions, participate in meetings, access the online portal, download materials, complete assignments, implement recommendations, achieve desired results, change business direction, experience financial hardship, sell or close a business, become unable to participate, are dissatisfied after receiving access, or are removed from a program due to a violation of these Terms or any applicable agreement.

If a separate refund policy is posted for a specific product or service, that specific refund policy will apply to that product or service. If there is a conflict between these Terms and a signed or electronically accepted agreement, the signed or electronically accepted agreement controls.

8.       Program Access, Portals, and Third-Party Platforms

Access to portals, courses, communities, resources, downloads, recordings, and other digital materials may be provided through third-party platforms, including Kajabi or other hosting, payment, automation, communication, email, or e-learning providers. We cannot guarantee that any third-party platform will operate continuously, without interruption, without error, or free from service issues.

MLEC may suspend or terminate access to websites, services, sessions, training portals, communities, templates, resources, program materials, and other benefits for non-payment, chargebacks, policy violations, abusive conduct, confidentiality concerns, intellectual property concerns, termination of an applicable agreement, or any unauthorized, unlawful, unethical, or competitive use.

You are responsible for protecting your login credentials. You may not share, sell, transfer, sublicense, publish, or provide your login credentials, portal access, community access, session access, materials, or benefits to any other person or entity without written permission from MLEC.

9.       Intellectual Property

All materials, content, resources, templates, forms, worksheets, policies, procedures, standard operating procedures, videos, trainings, lessons, recordings, course materials, frameworks, processes, systems, presentations, documents, downloads, scripts, checklists, workbooks, guides, strategies, methods, examples, coaching guidance, consulting guidance, licensing guidance, AI-assisted deliverables, prompt libraries, AI prompts, AI tool configurations, digital workflows, automation workflows, naming conventions, brand assets, logos, trademarks, copyrights, trade secrets, derivative improvements, updates, revisions, future works, and other materials provided, created, developed, used, licensed, or made available by MLEC are the intellectual property of MLEC or its owners, employees, contractors, instructors, consultants, representatives, or team members.

MLEC retains all ownership rights in and to its intellectual property. No ownership rights are transferred by purchase, enrollment, payment, participation, download, customization, access, use of services or materials, or receipt of any deliverable.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use MLEC materials solely for your own individual learning, internal business preparation, licensing preparation, agency setup, compliance preparation, internal staff training, and authorized use within your own business, as applicable to the service purchased.

You may not copy, reproduce, share, sell, resell, license, sublicense, distribute, publish, upload, display, teach from, train from, adapt, rebrand, recreate, reverse engineer, create derivative works from, use for AI training, scrape, data mine, or otherwise exploit MLEC intellectual property for any unauthorized purpose.

You may not use MLEC materials, policies, procedures, templates, resources, systems, guidance, or methods to coach, mentor, consult, train, teach, advise, support, or provide services to any third party, including your own clients, students, members, mentees, consulting clients, coaching clients, or customers.

Changing MLEC branding, removing MLEC’s name, adding your logo, editing wording, changing formatting, paraphrasing content, or combining MLEC materials with other materials does not make the materials your property and does not grant the right to use, sell, teach, distribute, or provide those materials to others.

10.  Artificial Intelligence

MLEC may use artificial intelligence tools to assist with research, drafting, analysis, workflow automation, meeting summaries, educational content, templates, internal operations, and service delivery. AI tools may support our work, but they do not replace professional judgment, client responsibility, or licensed professional advice.

AI-assisted output may be reviewed, edited, and used by MLEC as part of its services and business operations. MLEC does not represent that AI-assisted output is error-free, complete, current, or suitable for every use. You are responsible for reviewing all materials and seeking legal, tax, accounting, financial, clinical, licensing, insurance, or other professional advice when appropriate.

MLEC’s AI prompts, prompt libraries, AI tool configurations, automation workflows, proprietary methods, and AI-assisted deliverables are protected intellectual property and may not be copied, shared, sold, taught, rebranded, reverse engineered, or used to create a competing or similar service.

11.  Confidentiality

You may receive or have access to confidential, private, proprietary, or sensitive information belonging to MLEC, MLEC’s owners, employees, contractors, team members, clients, students, members, participants, programs, business operations, methods, systems, pricing, curriculum, templates, resources, strategies, processes, communications, and intellectual property.

You agree to keep such confidential information strictly confidential and not disclose, share, publish, copy, distribute, teach, sell, use, or make available any confidential information to any third party without MLEC’s prior written consent.

You also agree not to disclose, share, record, publish, distribute, or discuss private information shared by other clients, students, members, or participants in any coaching calls, group sessions, live trainings, communities, events, portals, private groups, or other private program spaces.

If you voluntarily share information, ask a question, submit a scenario, participate in discussion, or request guidance in a group setting, you understand that such information may be heard, viewed, discussed, or responded to by MLEC and other participants in that group setting. MLEC may use general, non-identifying information, lessons learned, examples, trends, scenarios, or teaching points for educational, training, marketing, or business purposes, provided that MLEC does not disclose your full name, business name, image, voice, screenshot, or other clearly identifying information without prior written consent.

MLEC agrees to use reasonable care in handling confidential business information you provide in connection with services. Confidentiality obligations survive expiration, cancellation, suspension, or termination of services or any applicable agreement.

12.  Recording Consent

Meetings, webinars, coaching sessions, consulting sessions, trainings, workshops, live events, group calls, and other program activities may be recorded, transcribed, summarized, or captured for educational, training, quality assurance, internal, documentation, replay, or program delivery purposes.

By attending, participating in, speaking during, appearing on video, submitting questions, or otherwise joining a recorded session or event, you consent to such recording, transcription, summary, capture, storage, and use. You may choose not to participate by audio or video if you do not wish to be recorded, unless participation is required for the service.

You may not record, screenshot, livestream, download, publish, distribute, or share MLEC sessions, events, trainings, communities, recordings, or private program spaces without MLEC’s prior written consent.

13.  Testimonials, Reviews, and Media

Any testimonial, review, comment, message, social media post, email, survey response, interview statement, video statement, audio statement, image, or other feedback you provide to MLEC must be truthful, accurate, and based on your honest experience.

You grant MLEC permission to use testimonials, reviews, feedback, comments, images, videos, audio recordings, screenshots, or statements voluntarily provided by you for marketing, advertising, educational, promotional, training, sales, website, social media, email, presentation, and business purposes, in any format or media, without additional compensation, unless prohibited by law or expressly agreed otherwise in writing.

MLEC may edit testimonials for grammar, spelling, length, formatting, clarity, or presentation, provided that edits do not materially change the meaning of your statement. MLEC does not guarantee that your results are typical and may include disclaimers when sharing testimonials, reviews, case studies, or results.

14.  Non-Disparagement and Professional Conduct

You agree not to make, publish, post, share, distribute, or communicate any false, misleading, defamatory, malicious, harassing, threatening, or knowingly inaccurate statement about MLEC, its owners, employees, contractors, team members, representatives, services, programs, products, clients, students, members, events, or business operations.

Nothing in these Terms prohibits you from sharing an honest review, opinion, or experience, provided that it is truthful, made in good faith, and does not disclose confidential information, violate intellectual property rights, or include false, misleading, defamatory, threatening, or unlawful statements. Nothing in these Terms prohibits participation in any legal, administrative, regulatory, governmental, or court process, or making any statement required by law.

15.  Non-Solicitation and Protection of Relationships

During your participation in any MLEC service and for twenty-four (24) months after your last access, participation, purchase, cancellation, termination, or expiration, you agree not to directly or indirectly solicit, recruit, hire, contract with, market to, interfere with, divert, or attempt to divert MLEC’s employees, contractors, consultants, instructors, coaches, virtual assistants, vendors, referral sources, partners, clients, students, members, participants, graduates, or business relationships for any competing, similar, or related business purpose without MLEC’s prior written consent.

You may not use MLEC communities, private groups, live sessions, events, trainings, portals, contact lists, comment sections, social media platforms, member directories, group chats, direct messages, email communications, introductions, or other access provided through MLEC to solicit business, offer services, promote products, recruit clients, recruit team members, build a competing audience, or establish business relationships with MLEC’s relationships.

16.  Acceptable Website and Platform Use

You agree not to use our websites, portals, platforms, communities, or materials for any unlawful, unauthorized, harmful, abusive, fraudulent, competitive, or disruptive purpose.

Prohibited conduct includes, but is not limited to, scraping, data mining, reverse engineering, copying, resale, sharing login credentials, unauthorized downloading, unauthorized recording, using malware, bypassing security controls, interfering with site operations, attempting unauthorized access, using automated tools without permission, using MLEC content to train artificial intelligence models, or using MLEC content to create a competing or similar product, service, course, coaching program, consulting program, template library, resource library, policy and procedure service, or licensing support service.

17.  Third-Party Referrals, Links, and No Endorsement

MLEC may provide links, referrals, resources, or lists of third-party businesses, vendors, platforms, software providers, advisors, or service providers for informational purposes only. Unless expressly stated in writing, such information does not create an affiliation, partnership, endorsement, guarantee, warranty, or recommendation.

You are responsible for performing your own due diligence before purchasing from, hiring, relying on, or working with any third party. MLEC is not responsible for the products, services, acts, omissions, privacy practices, policies, fees, advice, representations, or results of any third party.

18.  Electronic Communications and Acceptance

You consent to receive electronic communications from MLEC, including emails, SMS messages, portal messages, invoices, receipts, service updates, marketing messages, administrative notices, legal notices, policy updates, and other communications related to your account, purchases, or services.

Electronic signatures, emails, SMS messages, checkout acknowledgements, portal acknowledgements, online acceptances, click-to-accept actions, payment submissions, and other electronic records shall have the same legal effect as an original signature or written acceptance, to the fullest extent permitted by law.

You may opt out of marketing emails by using the unsubscribe link in the email. You may opt out of SMS marketing by replying STOP. We may still send service-related, billing, legal, or administrative communications where permitted by law.

19.  Limitation of Liability

To the fullest extent permitted by law, MLEC, its owners, employees, contractors, instructors, consultants, representatives, affiliates, successors, and assigns shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including lost profits, lost revenue, lost business opportunities, business interruption, loss of goodwill, loss of data, licensing delays, regulatory penalties, denial of approval, survey outcomes, staffing issues, operational issues, third-party disputes, or other damages arising out of or related to your use of MLEC services, websites, platforms, materials, or third-party resources.

To the fullest extent permitted by law, MLEC’s total liability for any claim arising out of or related to the services, website, products, programs, or these Terms shall not exceed the amount you paid to MLEC for the specific product or service giving rise to the claim during the three (3) months before the claim arose, unless a different limitation is stated in a signed or electronically accepted agreement.

20.  Indemnification

You agree to defend, indemnify, and hold harmless MLEC, its owners, employees, contractors, instructors, consultants, representatives, affiliates, successors, and assigns from and against any claims, demands, actions, liabilities, damages, losses, judgments, settlements, investigations, costs, expenses, attorney fees, and other amounts arising out of or related to your breach of these Terms, misuse of MLEC intellectual property, violation of law, business decisions, licensing submissions, operations, services to your own clients, or statements or conduct.

21.  Governing Law, Venue, and Attorney Fees

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles.

Unless otherwise required by applicable law or a signed or electronically accepted agreement, any dispute, claim, or legal action arising out of or related to these Terms, MLEC services, your purchase, your payment obligations, MLEC intellectual property, or your participation in any MLEC program shall be brought exclusively in the state or federal courts located in Fulton County, Georgia.

You consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue, to the fullest extent permitted by law. MLEC may seek attorney fees, costs, collection costs, injunctive relief, damages, and any other remedies available under law or agreement.

22.  Changes to These Terms

MLEC reserves the right to update, revise, or modify these Terms at any time. Updates will be posted on our website or otherwise provided through reasonable notice. Continued use of our website, platforms, services, or materials after updates are posted constitutes acceptance of the updated Terms.

For a specific purchase or enrollment, the terms posted or provided at the time of purchase generally apply unless you continue to access or use services after updated terms are posted, or unless a separate signed or electronically accepted agreement states otherwise.

23.  Contact Information

Questions about these Terms may be sent to [email protected] or [email protected].